FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person *   Carroll Michael A 2. Date of Event Requiring Statement (Month/Day/Year) 10/30/2013 3. Issuer Name and Ticker or Trading Symbol Brixmor Property Group Inc. [BRX] (Last) (First) (Middle) C/O BRIXMOR PROPERTY GROUP INC., 420 LEXINGTON AVENUE 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Executive Officer 5. If Amendment, Date Original Filed(Month/Day/Year) (Street) NEW YORK, NY 10170 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5) Common Stock 698,633 (1) D Â

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Common stock of BPG Subsidiary Inc.	  (2)	  (2)	Common stock	225,608	$ (2)	D	Â
Common units of Brixmor Operating Partnership LP	  (3)	  (3)	Common stock	47,988	$ (3)	D	Â
Common units of Brixmor Operating Partnership LP	  (3)	  (3)	Common stock	38,679	$ (3)	I	See Footnote (4)

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Carroll Michael A C/O BRIXMOR PROPERTY GROUP INC. 420 LEXINGTON AVENUE NEW YORK, NY 10170	  X	Â	  Chief Executive Officer	Â

Signatures

/s/ Steven F. Siegel, by power of attorney		10/30/2013
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Includes shares of restricted stock.
(2)	Pursuant to the terms of an exchange agreement, and subject to certain requirements and restrictions, shares of common stock of BPG Subsidiary Inc. are exchangeable for shares of common stock of Brixmor Property Group Inc. (the "Issuer"), on a one-for-one basis, or, at the option of the Issuer, cash, from and after the first anniversary date of the closing of the offering.
(3)	Pursuant to the terms of the agreement of limited partnership of Brixmor Operating Partnership LP, and subject to certain requirements and restrictions, the common units of Brixmor Operating Partnership LP are redeemable for cash or, at the option of the Issuer, exchangeable for shares of common stock of the Issuer, on a one-for-one basis, from and after the first anniversary date of the closing of the offering.
(4)	Reflects 38,679 common units of Brixmor Operating Partnership LP held through intermediate investment vehicles.
  Remarks: The Reporting Person states that this filing shall not be deemed to be an admission that the Reporting Person is the beneficial owner of any of securities reported as indirectly held, and disclaims beneficial ownership of such securities, except to the extent of such Reporting Person's pecuniary interest in such securities. Exhibit List: Exhibit 24 - Power of Attorney

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